IES Holdings (IESC) director receives 57 Phantom Stock Units as retainer

Rhea-AI Filing Summary

IES Holdings, Inc. director Todd M. Cleveland acquired 57 Phantom Stock Units as part of his board retainer, electing units instead of common stock or cash. Each unit converts into one share of IES common stock when he leaves the board for any reason or upon a defined change of control, bringing his direct holdings to 78,374 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cleveland Todd M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	57	$0.00	--

Holdings After Transaction: Common Stock — 78,374 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Phantom Stock Units granted: 57 units Shares owned after transaction: 78,374 shares Grant price: $0.0000 per share

3 metrics

Phantom Stock Units granted 57 units Grant under 2006 Equity Incentive Plan as board retainer election

Shares owned after transaction 78,374 shares Direct holdings of common stock following grant

Grant price $0.0000 per share Reported transaction price per share for awarded units

Key Terms

Phantom Stock Units, 2006 Equity Incentive Plan, change of control

3 terms

Phantom Stock Units financial

"Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

2006 Equity Incentive Plan financial

"granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan, as amended and restated"

change of control financial

"or (ii) upon a change of control as defined in the 2006 Equity Incentive Plan."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cleveland Todd M

(Last) (First) (Middle)

1275 N. OAKLAND AVE.

(Street)

NAPPANEE INDIANA 46550

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [ IESC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/01/2026		A		57	A	$0	78,374	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan") upon Mr. Cleveland electing to receive PSUs in lieu of common stock or cash for that portion of his retainer. Each unit converts to one share of IES common stock when either (i) Mr. Cleveland leaves the board of directors for any reason, or (ii) upon a change of control as defined in the 2006 Equity Incentive Plan.

Remarks:

	/s/ Mary K. Newman, Attorney-in-Fact	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did IES Holdings (IESC) director Todd M. Cleveland report on this Form 4?

Todd M. Cleveland reported receiving 57 Phantom Stock Units as part of his director retainer. He chose these units instead of common stock or cash, increasing his direct holdings to 78,374 shares of IES Holdings common stock after the transaction.

What are the 57 Phantom Stock Units reported by IES Holdings (IESC) director?

The 57 Phantom Stock Units are awards under the IES Holdings 2006 Equity Incentive Plan. Each unit is designed to convert into one share of IES common stock when Mr. Cleveland leaves the board or if a change of control, as defined in the plan, occurs.

When do Todd M. Cleveland’s Phantom Stock Units in IES Holdings (IESC) convert to shares?

Each Phantom Stock Unit converts to one share of IES common stock when Todd M. Cleveland leaves the board of directors for any reason, or upon a change of control event as defined in the company’s 2006 Equity Incentive Plan.

How many IES Holdings (IESC) shares does Todd M. Cleveland own after this grant?

Following the grant of 57 Phantom Stock Units, Todd M. Cleveland directly holds 78,374 shares of IES Holdings common stock. This total includes his existing holdings plus the effect of the new award recorded in this Form 4 filing.

Under which plan were the Phantom Stock Units for IES Holdings (IESC) director granted?

The Phantom Stock Units were granted under the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated. This plan allows directors like Todd M. Cleveland to elect equity-based compensation in lieu of receiving their board retainer in stock or cash.